CASE STUDY

Sale of Bord Gáis Energy

The sale of Bord Gáis Energy was the single largest transaction to date in the Irish energy sector. With a business across three jurisdictions, our sell-side role appointment saw us manage a complex, protracted, and public transaction through to successful conclusion.

Highlights

€1.12 billion

The largest transaction to date in the Irish energy sector.

Innovative

The integrated business was split into separate businesses with the sale of each to a member of the bidder consortium via a single sale agreement.

Expertise

Integrated specialist expertise from across the firm deployed seamlessly to support our client’s objective.

Sale process and structure

We advised Bord Gáis Éireann (now Ervia) on the €1.12 billion sale of its gas and electricity supply and electricity generation business in Ireland and its gas and electricity distribution and supply business in Northern Ireland to a consortium comprising Centrica plc., Brookfield Renewable Energy Partners LP and iCON Infrastructure LLP.

Comprehensively reviewed the target business and provided a bespoke vendor due diligence report

Advised on the structure of the hive-down restructuring (pursuant to a statutory transfer scheme) and the detail of its implementation

Drafted and negotiated the principal transaction documents, dealing with the concerns of multiple buyer/stakeholder parties in each case

Advised in relation to the primary legislation enacted to provide for the sale and on related issues raised on secondary legislation; and

Advised on the regulatory consents and approvals required for the transaction as well as our client’s interaction with its shareholders and other stakeholders

We left no stone unturned playing a central role in ensuring that this Government-mandated disposal would 'fly' despite its inherent complexity and the challenges faced.

Innovation required to achieve client aims

The successful sale involved the innovative use of primary legislation to restructure the integrated business of Bord Gáis Energy into three separate businesses. Those separate businesses were then sold to separate companies within the bidder consortium all by means of a single sale agreement.

The Gas Regulation Act 2013 was specifically enacted in order to implement the full ownership unbundling requirements of the Third Gas Directive and to provide, by means of statutory transfer scheme, for the restructuring of the Bord Gáis Energy business prior to its disposal.

While statutory transfer schemes had been used by state entities previously, they were more typically used for internal re-organisations of State entities or to transfer the assets and liabilities associated with a particular statutory function from one State department or body to another. A statutory transfer scheme has not previously been used in Ireland to facilitate the imminent sale of a State entity.